As filed with the Securities and Exchange Commission on April 1, 2019

Registration No. 333-223718

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

 

TO

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

Vale S.A.

(Exact name of registrant as specified in its charter)

 

 

 

 

Matching Program

2019 Cycle

2018 Cycle

2017 Cycle

2016 Cycle

(Full Title of the plan)

 

 

Vale Americas Inc.

140 E. Ridgewood Avenue, Suite 415

South Tower, Paramus, New Jersey 07652

(Name and address of agent for service)

 

(416) 687- 6041

(Telephone number, including area code, of agent for service)

 

 

with copies to:

 

Nicolas Grabar
Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
	Emerging growth company o

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-223718) (the “Registration Statement”) of Vale S.A. (the “Registrant”), which was filed with the U.S. Securities and Exchange Commission on March 16, 2018. The Registration Statement registered 5,000,000 common shares of the Registrant’s stock (the “Shares”), to be offered pursuant to its Matching Program 2018 Cycle (the “2018 Cycle”).

 

The purpose of this Post-Effective Amendment No. 1 is to amend the Registration Statement to reflect the terms of an additional plan cycle, the Matching Program 2019 Cycle (the “2019 Cycle”), and to include additional plan cycles, as amended, under the Registrant’s Matching Program: the Matching Program 2016 Cycle (the “2016 Cycle”) and the Matching Program 2017 Cycle (the “2017 Cycle”).

 

Under the 2019 Cycle, as in the 2018 Cycle, Shares will be offered to certain eligible employees, subject to the satisfaction of applicable vesting conditions, in connection with those employees’ own purchase of Shares.  In addition, following the completion of Registrant’s conversion of all of its class A preferred shares into common shares and the exchange of all of its preferred American Depositary Shares into common American Depositary Shares, eligible employees who would have the right to receive preferred shares under the 2016 Cycle or the 2017 Cycle will now have the right to receive Shares, subject to the satisfaction of applicable vesting conditions.  No additional securities are being registered hereby.

 

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Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.  Exhibits.

 

The following exhibits are filed herewith or incorporated herein by reference:

 

Exhibit number		Document
4.4		Vale Matching Program 2016 Cycle, incorporated herein by reference to Exhibit 4.5 to Post-Effective Amendment No. 5 to our Registration Statement on Form S-8, filed with the SEC on March 18, 2016
4.5		Vale Matching Program 2017 Cycle, incorporated herein by reference to Exhibit 4.5 on Post-Effective Amendment No. 6 to our Registration Statement on Form S-8, filed with the SEC on February 15, 2017
4.6		Vale Matching Program 2019 Cycle
24		Power of Attorney, incorporated herein by reference to Exhibit 24 to our Registration Statement on Form S-8 (No. 333-223718), filed with the SEC on March 16, 2018

 

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EXHIBIT INDEX

 

Exhibit number		Document
4.4		Vale Matching Program 2016 Cycle, incorporated herein by reference to Exhibit 4.5 to Post-Effective Amendment No. 5 to our Registration Statement on Form S-8 (No. 333-172847), filed with the SEC on March 18, 2016
4.5		Vale Matching Program 2017 Cycle, incorporated herein by reference to Exhibit 4.5 to Post-Effective Amendment No. 6 to our Registration Statement on Form S-8 (No. 333-172847), filed with the SEC on February 15, 2017
4.6		Vale Matching Program 2019 Cycle
24		Power of Attorney, incorporated herein by reference to Exhibit 24 to our Registration Statement on Form S-8 (No. 333-223718), filed with the SEC on March 16, 2018

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, Vale certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil on March 26, 2019.

 

	VALE S.A.
	By:	/s/ Eduardo Bartolomeo
	Name:	Eduardo Bartolomeo
	Title:	Chief Executive Officer
	By:	/s/ Luciano Siani Pires
	Name:	Luciano Siani Pires
	Title:	Chief Financial Officer

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 26, 2019, in respect of Vale.

 

SIGNATURE			TITLE
/s/ Eduardo Bartolomeo
Eduardo Bartolomeo			Chief Executive Officer
/s/ Luciano Siani Pires
Luciano Siani Pires			Chief Financial Officer
Vale Americas Inc.			Authorized Representative of Vale S.A. in the United States
By:	*
Paul Casbar
*
Gueitiro Matsuo Genso			Chairman of the Board of Directors
*
Fernando Jorge Buso Gomes			Vice-Chairman
*
Marcel Juviniano Barros			Director
*
Dan Antonio Marinho Conrado			Director
*
Eduardo Rafinetti Guardia			Director
*
Toshiya Asahi			Director
*
Oscar Augusto de Camargo Filho			Director
/s/ Ney Roberto Ottoni de Brito
Ney Roberto Ottoni de Brito			Director
*
Lucio Azevedo			Director
/s/ Denise Pauli Pavarina
Denise Pauli Pavarina			Director
/s/ Sandra Maria Guerra de Azevedo
Sandra Maria Guerra de Azevedo			Director
/s/ Isabella Saboya de Albuquerque
Isabella Saboya de Albuquerque			Director

 

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*By:	/s/ Luciano Siani Pires
Name:	Luciano Siani Pires
Title:	Attorney-in-Fact

 

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